Articles of Association of Henan Superhard Materials


Chapter I: General Provisions

Article 1 THE NAME OF THE ASSOCIATION: HENAN SUPERHARD MATERIAL ASSOCIATION, ENGLISH TRANSLATION: HENANSUPERHARD MATERIAL (INDUSTRIAL DIAMOND) ASSOCIATION; Abbreviated IDA-HN.

Article 2 The nature of the Association: a provincial, industrial and non-profit social organization voluntarily formed by the upstream, middle and downstream related enterprises, scientific research and design units, colleges and universities in the superhard material manufacturing industry chain in Henan Province.

Article 3 The purpose of the Union: The Union abides by the Constitution, laws, regulations and national policies, practices the core values of socialism, abides by social morality, and does not harm the national interests, social public interests, and the legitimate rights and interests of other organizations and citizens. The Association adheres to the overall leadership of the Communist Party of China and establishes the Communist Party of China in accordance with the provisions of the Constitution of the Communist Party of China

The organization of the Party is carried out and the necessary conditions are provided for the activities of the Party organization. The Association adheres to service-oriented, strives to serve members, industries and users, and provides services for government decision-making; Give full play to the role of a link and bridge between the government and industry enterprises, between enterprises in the industry, between the industry and users and related industries, and between domestic and foreign industry organizations in the same industry and related industries; By reflecting demands and standardizing behaviors, we safeguard the overall interests of the industry and the legitimate rights and interests of members. Contribute to the sustainable development of the industry.

Article 4 The Union accepts the business guidance, supervision and management of the Henan Provincial Department of Industry and Information Technology and the Henan Provincial Department of Civil Affairs, the registration management authority.

Article 5 The domicile of the Association: Zhengzhou City, Henan Province.

 

 

Chapter II: Scope of Business

Article 6 The business scope of the Association:

(1) Carry out policy research and research on the superhard material industry in Henan Province;

(2) Organize and hold exchange activities such as seminars and exhibitions on the development of technology in the industry;

(3) Carry out the application of relevant projects involving national and local industry organizations;

(4) Carry out industry statistics;

(5) Carry out industry consulting services and publicity work;

(6) Approved by the Department of Science and Technology to carry out the evaluation of scientific and technological achievements, and approved by the Department of Human Resources and Social Security to carry out the appraisal of vocational skills industries;

(7) Participate in the drafting of local standards and group standards for the industry, and assist relevant departments in formulating and revising other relevant standards;

(8) Approved the preparation of the journal of the Publishing Association and other relevant materials;

(9) Carry out industry self-discipline work, standardize the order of market competition, support the legitimate operation of members, and safeguard the legitimate rights and interests of members;

(10) undertake other matters entrusted by government departments at all levels in Henan Province. Matters within the scope of business that are subject to approval as provided by laws, regulations, and rules shall be carried out after approval in accordance with law.

 

Chapter III Membership

Article 7 The members of the Union shall be corporate members.

Article 8 Members who apply to join the Union must meet the following conditions:

(1) Uphold the Articles of Association of the Association;

(2) Have the willingness to join the Association;

(3) Have a certain influence in the field of the group;

(4) In Henan Province, R&D and manufacturing and related enterprises, scientific research and design units, universities, groups and other relevant units of superhard materials that have been registered for more than 1 year in accordance with the law; Relevant enterprises outside the province need to be introduced by two member companies in Henan Province to apply for membership;

(5) Enterprises operate in accordance with the law, integrity and self-discipline.

Article 9 The procedures for membership are as follows:

(1) Submit an application for membership;

(2) Submit relevant supporting materials, including: a copy of the business license (with the official seal);

(3) Discussed and approved by the Board of Directors;

(4) The membership card shall be issued by the board of directors of the institution authorized by the Association.

Article 10 Members enjoy the following rights:

(1) The right to vote, the right to be elected, and the right to vote;

(2) The right to know, suggest and supervise the work of the Union;

(3) Priority to participate in the activities of the Association and obtain the services of the Association;

(4) Membership is voluntary and withdrawal is free.

Article 11 Members shall fulfill the following obligations:

(1) Abide by the constitution and regulations of the Union;

(2) To implement the resolutions of the Union;

(3) Pay membership dues in accordance with regulations;

(4) To safeguard the legitimate rights and interests of the Union;

(5) To report the situation to the Association and provide relevant information.

Article 12 If a member violates laws and regulations and the Articles of Association, the following sanctions shall be given after the vote of the Board of Directors:

(1) Warnings;

(2) Circulate criticism;

(3) Suspend the exercise of membership rights;

(4) Delisting.

Article 13 A member who withdraws from the membership shall notify the Union in writing and return the membership card.

Article 14 A member shall automatically lose his/her membership under any of the following circumstances:

(1) No payment of membership fees for 2 years;

(2) Do not participate in the activities of the Association for 2 years;

(3) No longer meet the membership requirements;

(4) Loss of full capacity for civil conduct;

(5) Individual members are deprived of their political rights;

Article 15 After a member withdraws from the Association, automatically loses his membership or is expelled from the Union, his or her corresponding duties, rights and obligations in the Union shall be terminated by himself/herself.

 

Chapter IV: Election and Removal of Organizational Bodies and Responsible Persons

Section I. General Assembly

Article 16 The general meeting is the highest authority of the Association, and its powers are:

(1) To formulate and amend the articles of association;

(2) Electing and dismissing directors and supervisors;

(C) To consider the work report and financial report of the council;

(D) To formulate and revise the standard of membership fee;

(v) Decide on name change and termination matters;

(f) Decide on other important matters.

Article 17 The general meeting shall be held for a term of five years. In case of special circumstances that require early or extended renewal, it shall be voted by the board of directors, reported to the business unit in charge for examination and approved by the administrative organ for registration of the association. However, the extension of the term of office shall not exceed 1 year. The Association shall convene a general meeting of the members 15 days in advance of the proposed person in charge of the candidates and the topics of the meeting to the members.
The period of public announcement shall be 7 days.

Article 18 The Board of Directors or more than 30% of the members of the Association shall convene a temporary general meeting upon the proposal of the Board of Directors.

Article 19 The general meeting shall be convened with the attendance of more than 2/3 of the members and shall be effective only if the following conditions are met:

(a) To formulate and amend the Articles of Association, to decide on the renaming and termination of the Association, and to formulate and amend the standard of membership fee, it shall be approved by the vote of more than 2/3 of the members present at the meeting;

(ii) For the election of directors, the candidate who receives the highest number of votes shall be elected, and the number of votes received shall not be less than 50% of the total number of votes;

(c) Other resolutions shall be passed by more than 1/2 of the votes of the members present.

Article 20 The following matters shall be voted by secret ballot:

(1) To formulate and amend the articles of association;

(2) Election and dismissal of directors and supervisors;

(C) To formulate and revise the standard of membership fee.

Section II Council

Article 21 The Board of Directors shall be the executive body of the General Meeting of Members, and shall lead the Association in its work when the General Meeting is not in session, and shall be responsible to the General Meeting of Members. The number of council members shall not exceed 30% of the total number of members.

Article 22 The representatives of the unit directors shall be the main person in charge of the unit. The unit shall notify the Association in writing of any adjustment of its representatives.

Article 23 The powers and functions of the council are:

(1) To implement the resolutions of the general meeting;

(ii) Election and dismissal of the person in charge;

(C) Determine the candidates for legal representatives;

(d) To study and consider matters of renewal work and prepare for the convening of the general meeting of members;

(v) To report to the general meeting on its work and financial status;

(vi) To formulate internal management system;

(vii) Deciding on the establishment, change and termination of branches, representative organizations and entities;

(viii) Deciding on the selection of the deputy secretary-general and the principal officers of each organization;

(ix) To lead the work of the organizations of the Association;

(j) To consider major business activities, disposal of large amounts of property and important foreign activities;

(xi) To decide on the remuneration of the staff of the Association;

(xii) Deciding other important matters.

Article 24 The Council shall be elected for a term of five years. If the renewal of the Council needs to be advanced or postponed due to special circumstances, it shall be voted by the Council and reported to the registration authority for approval after examination and approval by the business unit in charge. The extension of the term of office shall not exceed one year. The term of office of the Council is the same as that of the general meeting of members.

Article 25 A meeting of the Board of Directors shall be convened with the attendance of more than 2/3 of the directors, and its resolution shall be effective only if it is approved by the votes of more than 2/3 of the directors present at the meeting. If a member is unable to attend the meeting due to special circumstances, he/she may appoint a representative in writing to attend the meeting and exercise the right to vote. If a member fails to attend the meeting of the Council for two times without any reason, he/she will automatically lose the qualification of the member.

Article 26 The Council shall elect the person in charge of the organization by the candidate who receives the highest number of votes, and the number of votes received shall not be less than 66% of the total number of votes.

Article 27 The Council shall meet at least once a year, or in special circumstances, in the form of correspondence. Correspondence meeting shall not decide the adjustment of the person in charge.

Section III. Officers

Article 31 The persons in charge of the Association referred to in these Articles of Association shall mean the president (chairman), vice president (vice chairman) and secretary general of the Association.

Article 32 The total number of persons in charge of the Association shall be 5-13. The directors shall be elected from among the directors and shall fulfill the following conditions:

(a) Adherence to the Party's line, guidelines and policies, with good political quality;

(b) Have a great influence in the business field and activity area of the Association;

(c) Not more than 70 years of age, and the Secretary-General is full-time;

(d) Be fully capable of civil behavior;

(e) Be able to faithfully and diligently fulfill their duties and safeguard the legitimate rights and interests of the Association and its members;

(vi) The person in charge of the Association shall not be a close relative;

(vii) There are no other circumstances stipulated in the laws, administrative regulations, rules and state policies that the person in charge of the Association shall not be in charge of the Association.

Article 33 Anyone who has one of the following circumstances shall not be the person in charge of the Association:

(a) Being incapable of civil behavior or restricted in civil behavior;

(ii) Being or having been subject to criminal punishment of deprivation of political rights;

(iii) Having served as a person in charge of a social organization whose registration has been revoked or whose Certificate of Registration of a Legal Person in a Social Organization has been revoked, and having been held personally liable for the violation of law of such social organization, or having served as a person in charge of a social organization that has been banned, and not having exceeded three years from the date of revocation of registration, revocation of Certificate of Registration of a Legal Person in a Social Organization, or the date of bannings of such a social organization;

(iv) The people's court through the judicial process recognized by the people's court of the faithless executor;

(e) In other cases stipulated by laws and administrative regulations. The person in charge elected or appointed in violation of the preceding paragraph shall be invalid.

Article 34 The term of office of the person in charge of the Association shall be the same as that of the Council, and the term of office of the person in charge of the Association shall not exceed two terms at the longest. If the term of office needs to be extended due to special circumstances, it shall be voted by more than 2/3 of the members in the general meeting, reported to the business unit in charge for examination and approved by the administrative organ for registration of associations before assuming the office.

Article 35 The president shall be the legal representative of the association. Due to special circumstances, the vice-president or the secretary-general may act as the legal representative after being entrusted by the president, agreed by the board of directors, reported to the business unit in charge for examination and approved by the administrative organ for registration of associations. Legal representative on behalf of the Association to sign the relevant important documents. The legal representative of the Association does not concurrently serve as the legal representative of other associations.

The president of the Association to exercise the following powers and functions:

(A) convene and preside over the Council;

(b) Checking the implementation of the resolutions of the general meeting and the council;

Article 36 The legal representative of the association after being removed or stepping down from office shall, within 20 days after being removed or stepping down from office, register the change with the registration authority by the association. If the former legal representative fails to cooperate in the registration of the change of legal representative without justifiable reasons, the Association may apply for the registration of the change with the registration authority upon presentation of the resolution of the Board of Directors and relevant evidence.

Article 37 The vice-president and the secretary-general assist the president in carrying out his work, and the secretary-general exercises the following powers and functions:

(a) Preside over the office to carry out the daily work;

(ii) Coordinate the work of the agencies;

(C) Nominating the deputy secretary-general and the main persons in charge of the offices and entities for the decision of the council;

(iv) Nominating the employment of full-time staff for the decision of the Council;

(v) Prepare annual work reports and work plans for consideration by the Council;

(F) formulate the annual financial budget and final accounts report for consideration by the Council;

(vii) Formulate the internal management system and submit it to the Council for approval;

(H) deal with other day-to-day affairs.

Article 38 The President of the Association will exercise the following powers and functions:

(a) Implement the resolutions of the General Assembly and the Council;

(B) supervise the implementation of the rules and regulations of the Association, as well as the annual work plan and annual financial budget;

(c) Propose issues to the Board of Directors; the President's Office shall be composed of the President, Vice President and Secretary General. The president's office shall be convened with the attendance of more than 2/3 of the members, and its resolution shall be valid with the vote of more than 2/3 of the members present.

Article 39 The general meeting, the board of directors, the president's office meeting shall produce minutes. If a resolution is formed, a written resolution shall be made and reviewed and signed by the person in charge.

Section IV Supervisors

Article 40 The Association shall establish supervisors. The term of office of the supervisors is the same as the term of office of the directors, can be re-elected, but shall not exceed two terms.

Article 41 The supervisors shall be elected by the general meeting of the members, or selected by the business administration unit or the registration authority according to the needs of the work. The person in charge of the Association, the directors and financial managers and the close relatives of the abovementioned persons shall not serve as supervisors at the same time.

Article 42 Supervisors shall exercise the following powers and functions:

(1) To attend the meetings of the Board of Directors and make inquiries and suggestions on matters resolved by the Board of Directors;

(2) To supervise the behavior of the directors in carrying out the duties of the Association, and to put forward proposals for the dismissal in accordance with the procedures of the persons in charge and directors who violate the laws, administrative regulations and the Articles of Association or the resolutions of the general meeting of the members;

(C) To examine the financial report of the Association, report to the General Meeting on the work of the Supervisory Committee and make proposals;

(D) To correct in time the behavior of the person in charge, the director and the financial management personnel that harms the interests of the Association;

(e) To reflect to the registration and management authorities as well as the competent tax and accounting authorities the problems existing in the work of the Association;

(vi) Decide on other matters to be considered by the Supervisory Board.

Article 43 The supervisors may conduct investigations if they find that the activities of the Association are abnormal; if necessary, they may employ an accounting firm to assist them in their work. The expenses necessary for the supervisors to exercise their powers shall be borne by the Association.

Section V. Branches and Representative Organizations

Article 44 The Association shall establish branches and representative organizations according to the needs of its work within the scope of its purpose and business as stipulated in the Articles of Association. Branches and representative organizations of the Association are part of the Association and do not have legal personality; they do not formulate separate articles of association, but use the full name of the Association within the scope of authorization to carry out their activities and develop their members, and their legal responsibility shall be borne by the Association.

Article 45 The Association shall not set up any regional branches, nor shall it set up any branches or representative organizations under the branches or representative organizations.

Article 46 The financial affairs of the branches and representative organizations shall be managed by the Association.


Chapter V. Party Construction, Integrity and Self-discipline Construction

Article 47 The Association shall, in accordance with the provisions of the Party Constitution and with the approval of the higher-level party organizations, set up party committees, branches and sub-branches.

Article 48 The Society strictly implements the relevant provisions on the construction of party integrity and anti-corruption work of social organizations.

Article 49 The organization implements the integrity and self-discipline commitment system, takes the initiative to sign the self-discipline commitment, strengthens the implementation of responsibility, and ensures the fulfillment of the commitments to society.

Article 50 The Association before March 31 each year to the business unit in charge of the work of the previous year's report, the business unit in charge of the initial examination and approval, before May 31, submitted to the registration authority to accept the annual inspection.


Chapter VI Asset Management and Utilization Principles

Article 51 The sources of property of the Association:

(I) dues;

(B) donations;

(C) government funding;

(iv) Income from activities or services within the approved scope of business;

(E) Interest;

(vi) Other lawful income.

Article 52 The property of the Association shall be used for the business activities stipulated in the Articles of Association and shall not be distributed among the members. The Association shall accept donations and subsidies, which must be in line with the purposes and business scope stipulated in the Articles of Association, and be utilized in accordance with the period, manner and lawful purpose agreed upon with the donors and subsidizers, and shall report the use, donations and subsidies to the business supervisory unit and the registration and management authorities. The Association shall not accept donations that violate laws and administrative regulations as well as social morality.

Article 53 The Association shall determine the financial system, formulate the financial accounting report, improve the internal control mechanism, standardize the use of bills, and accept the supervision of the financial department in accordance with the unified accounting system of the State. Property derived from state funding or social donations, subsidies, shall be subject to the supervision of the audit authorities. The Society's financial income and expenditure are all included in the bank account opened by the Society, not to use the bank accounts of other organizations or individuals.

Article 54 The Association shall be equipped with accountants with professional qualifications. The accountant shall not be the cashier at the same time. When the accountant transfers his work or leaves his post, he must complete the handover procedures with the receiver.

Article 55 The Association must conduct a financial audit before the change of term or the replacement of the legal representative.

Article 56 All the assets of the Association and their value-added shall be owned by the Association, and no unit or individual shall encroach upon, privately share or misappropriate them, nor shall they be distributed among the members.

 

 

Chapter VII Procedures for Amending the Articles of Association

Article 57 The amendment to the Articles of Association shall be voted and approved by the Board of Directors, and shall be submitted to the General Assembly for deliberation after being submitted to the professional supervisory unit and the registration authority for pre-examination.

Article 58 The amended Articles of Association shall be approved by more than two-thirds of the members present at the General Assembly and shall be submitted to the registration and management authority of the association for approval within 30 days from the date of examination and approval by the professional supervisory unit.

 

 

Chapter VIII Termination Procedures and Property Disposal after Termination

Article 59: In any of the following circumstances, the Association shall report to the registration management machine with the consent of the professional supervisory unit

Application for deregistration:

(1) Accomplishing the purposes provided for in the social group's charter;

(2) It is dissolved on its own;

(3) Separation or merger;

(4) The registration has been revoked or the registration certificate has been revoked in accordance with law;

(5) It is terminated for other reasons.

Article 60 Within 30 days from the date of the decision to terminate, the Union shall, under the guidance of the professional supervisory unit, the registration management authority and other relevant authorities, establish a liquidation team for liquidation and make an announcement to the public. During the liquidation period, no activities other than liquidation will be carried out.

Article 61 The Union shall be terminated after the registration management authority has gone through the formalities for cancellation of registration.

Article 62 The remaining property after the termination of the Union shall be used for the development of undertakings related to the purpose of the Association or donated to public welfare organizations in accordance with the relevant provisions of the State under the supervision of the professional supervisory unit and the registration management authority.

 

Chapter IX: Supplementary Provisions

Article 63 The Articles of Association were voted and approved by the General Assembly on December 1, 2023.

Article 64: This charter takes effect on the date of approval by the registration management organs.